Terms and Conditions
1. DEFINITIONS
A. Kenkai.com is wholly owned by Kenkai Projects Limited and offers services on the world Wide Web as an online trading entity, for and on behalf of Kenkai Projects Limited. Kenkai Projects Limited is registered in Scotland, Registration Number 271551, Registration Address, Victoria House, 87 High Street, Tillicoultry, FK13 6AA.
B. "Services" means all services offered by Kenkai Projects Limited, including all Services and other services provided by outside agents, companies and organisations acting under instruction from or on behalf of Kenkai Projects Limited.
C. "Customer" means an end user who is utilising Services provided by Kenkai Projects Limited including all Services provided by outside agents, companies and organisations acting under instruction from or on behalf of Kenkai Projects Limited.
D. "We" and "Our" mean Kenkai Projects Limited.
E. "Design Services" means the design or creative element of any Services offered by Kenkai Projects Limited. These Services include but are not limited to graphical design, copy writing, intellectual property and ideas, optimisation, consulting services, marketing materials, server and client side applications and all other Services or parts of Services which rely on the skill, knowledge or experience of Kenkai Projects Limited including all Services provided by outside agents, companies and organisations acting under instruction from or on behalf of Kenkai Projects Limited.
2. PRICES
A. All prices for Services provided by Kenkai Projects Limited to Customer are UK pounds Sterling.
B. Customer shall be responsible for paying all taxes of any nature which become due with regard to Kenkai Projects Limited services, except for taxes on Kenkai Projects Limited's income, irrespective of which party may be responsible for reporting or collecting such taxes.
3. ORDER/RENEWAL ACCEPTANCE, PAYMENT
A. All orders are subject to acceptance by Kenkai Projects Limited. An order will be deemed to have been accepted by Kenkai Projects Limited when written confirmation of the order is sent to the Customer, in the form of a letter, email or invoice. These Terms and Conditions are deemed to be accepted by the customer, on payment of a deposit. We may refuse to accept any order or renewal, or delay acceptance of any order or renewal until such time that any condition that we choose to impose has been fulfilled. Such refusal or such conditions may not be unreasonable and we agree to provide the Customer with reasonable notice via E-Mail, Letter or Fax of any intent to delay or decline the acceptance or any such order or renewal.
B. Payment and Terms: Payment shall be made in UK pounds Sterling to Kenkai Projects Limited into the account designated by Kenkai Projects Limited, or as may otherwise be agreed in writing by the parties. Payments are due upon provision or renewal of Services. Credit terms are offered at the discretion of Kenkai Projects Limited and Customer eligible for credit shall be notified before Services are provided. Services provided without agreed credit terms are due for payment on provision and payment must reach Kenkai Projects Limited no more than five (5) working days from receipt of invoice unless otherwise indicated either in writing or on the invoice. All credit terms or lack thereof are at the sole discretion of Kenkai Projects Limited who reserve the right to restrict the availability of credit terms to Customer. If due to bank charges, transfer fees, or the like, Kenkai Projects Limited should receive less than its invoice amount, Kenkai Projects Limited will re-invoice Customer for the shortfall. In the event that any account remains unpaid fourteen (14) days after presentation of invoice or (if credit terms have been agreed between the parties) fourteen (14) days after the invoice due date, Kenkai Projects Limited may discontinue, withhold or suspend services to Customer and/or its customer(s) to whom such unpaid amounts relate. Kenkai Projects Limited will not and can not be held liable for loss of business, revenue or goodwill resulting from the suspension, withholding or discontinuation of and Services due to unpaid accounts. No guarantee, written or implied, will be considered to be in force, until such time that the full payment has been received by Kenkai Projects Limited for the provision of such Services.
4. LIMITATION OF Kenkai Projects Limited OBLIGATIONS AND LIABILITY
A. Kenkai Projects Limited may discontinue any Services, or may require fulfilment of conditions Kenkai Projects Limited may choose to impose as a prerequisite for continuing to provide any Service. Such discontinuation or requirement may not be unreasonable, however, and Kenkai Projects Limited agrees to provide Customer with reasonable notice via E-Mail or Fax of any such intent to discontinue or impose conditions. Any and all refunds, made by Kenkai Projects Limited, for any reason, will be paid on the 28th of the month.
B. Services provided by Kenkai Projects Limited shall be deemed accepted for all purposes thirty days after activation or renewal for such services, if no written claim or objection regarding such services has been received by Kenkai Projects Limited within the 30-day period. No claim related to such accepted services shall be raised.
C. Kenkai Projects Limited liability to Customer and/or Visitor and/or any end user of any Service is limited to the amount paid to and received by Kenkai Projects Limited for services delivered. In no event shall Kenkai Projects Limited be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Kenkai Projects Limited has been advised of the possibility of such damage.
5. PROPERTY RIGHTS
Clients are entitled to use all Services offered by Kenkai Projects Limited for any reasonable use under the terms and conditions contained within this Agreement. All Design Services undertaken by Kenkai Projects Limited remain the exclusive copyright and property of Kenkai Projects Limited until full payment has been received by Kenkai Projects Limited for the provision of such Design Services. On receipt, by Kenkai Projects Limited of full payment, customer gains full rights to all Design Services produced by Kenkai Projects Limited with the exception of Design Services which are not the copyright or property of Kenkai Projects Limited or which has been produced for purposes other than the provision of Services, or which are subject to a licence agreement.
6. DISPUTES
The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceeding. Any dispute which cannot be so resolved (with the exception of money due on unpaid invoices) shall be subject of arbitration upon written demand of either party.
7. TERM, TERMINATION
A. This agreement shall run in accordance with the term of the initial order. It shall be automatically renewed on a regular basis in accordance of the term of the initial order or subsequent change to that term.
B. On termination of any Service offered by Kenkai Projects Limited to Customer, all duties of Kenkai Projects Limited under the terms of the Service will be terminated. Where a customer cancels an initial order for services provided by Kenkai Projects Limited, prior to the completion of said services, any monetary deposit or payment for said services is forfeit.
8. PARTIAL INVALIDITY
If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Kenkai Projects Limited and Customer and/or Visitor agree to negotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
9. USE OF ELECTRONIC MAIL
The use of E-Mail shall be considered by both parties as constituting written communication between parties.
10. DOMAIN NAME REGISTRATION
Kenkai Projects Limited will, on request, acquire an Internet Domain Name on behalf of Customer once full payment, including full relevant registration authority fees, has been received by Kenkai Projects Limited. Any costs incurred by Kenkai Projects Limited for the registration and renewal of any such domain shall be reimbursed to Kenkai Projects Limited upon invoice from Kenkai Projects Limited to Customer, within five days of receipt. A Domain shall be deemed to have been registered on notification in writing from Kenkai Projects Limited to Customer.
11. MAINTENANCE AGREEMENTS
Within ten (10) days of Kenkai Projects Limited receiving full payment for the provision of Design Services, the Customer will be offered the choice of one (1) of four (4) optional maintenance agreements. All four (4) maintenance agreements require a minimum twelve (12) months continued commitment by the Customer. Should the Customer wish to cancel a maintenance agreement prior to the end of the twelve (12) months period, 50% of the outstanding monthly payments become immediately payable by the Customer on receipt of an invoice from Kenkai Projects Limited.
Should the Customer decide not to enter into a maintenance agreement, any Design Services, including replying to emails that take longer than two (2) minutes to reply to, and answering telephone calls that last over two (2) minutes, will be charged at Kenkai Projects Limited's standard hourly rate, which is currently £66 per hour. In the case of services being provided by Kenkai Projects Ltd that require less than 6 hours of development time to complete, where a client does not have a maintenance agreement in place, full payment for said services must be paid in advance of the services being provided by Kenkai Projects Ltd.
12. WITHDRAWAL OF SERVICES ON LEGAL GROUNDS
Kenkai Projects Limited may, without notice, withdraw or restrict any services and/or access rights which Kenkai Projects Limited reasonably believe are being used for illegal or immoral purposes including, but not limited to, the transmission of illegal material or the sale of illegal goods or services. Kenkai Projects Limited will not and can not be held liable for any illegal use of its services unless Kenkai Projects Limited is aware of such illegal usage and has the means with which to prevent this use yet has chosen not to prevent such illegal use.
13. NOTICES
Except with respect to service of process set forth in paragraph 9, all notices may be sent by E-Mail, Fax or Mail to the E-Mail address, Fax Number or Address most recently provided and will be effective on transmission.
14. ENTIRE AGREEMENT; MODIFICATIONS
This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Kenkai Projects Limited may make changes to this agreement on provision of thirty (30) day's written notice to Customer, advising of the change and the effective date thereof. Utilisation of Kenkai Projects Limited Services by Customer and/or its customers and/or access by Visitor following the effective date of such change shall constitute acceptance by Customer and/or Visitor of such change(s).
Otherwise, this agreement may not be modified without the written consent of both parties.
